Zodiac Clothing Company Limited Shareholders Approve All Four Special Resolutions Through Postal Ballot

Zodiac Clothing Company Limited has successfully concluded its postal ballot voting process, with shareholders approving all four special resolutions with overwhelming majority support. The company announced the voting results on January 5, 2026, following the completion of the e-voting period that ended on January 3, 2026.

Voting Participation and Process

The postal ballot process was conducted in accordance with Regulation 44 of SEBI (LODR) Regulations, 2015, with B. Narasimhan of BN & Associates serving as the appointed scrutinizer. The e-voting facility was provided by KFin Technologies Limited, enabling shareholders to cast their votes electronically.

Parameter:	Details
Record Date:	November 28, 2025
Total Shareholders:	10,814
Total Shares Outstanding:	2,59,93,717
Shareholders Participated:	66
Shares Voted:	1,25,59,563
Voting Percentage:	48.32%

Resolution-wise Voting Results

All four special resolutions received strong shareholder support, with approval rates exceeding 99.99% across all items:

Resolution 1: Preferential Allotment of Equity Shares

Category:	Shares Held	Votes Polled	In Favour	Against	Approval %
Promoter Group:	1,85,60,732	1,23,18,582	1,23,18,582	0	100.00%
Public Non-Institutions:	74,32,985	2,40,981	2,40,634	347	99.86%
Total:	2,59,93,717	1,25,59,563	1,25,59,216	347	99.997%

Resolution 2: Re-appointment of Managing Director

Category:	Shares Held	Votes Polled	In Favour	Against	Approval %
Promoter Group:	1,85,60,732	1,23,18,582	1,23,18,582	0	100.00%
Public Non-Institutions:	74,32,985	2,40,981	2,40,029	952	99.60%
Total:	2,59,93,717	1,25,59,563	1,25,58,611	952	99.992%

Key Appointments and Corporate Changes

The approved resolutions encompass significant corporate governance and strategic decisions:

• Fundraising Initiative: Approval for raising funds through preferential allotment of equity shares to individual investors from the promoter and promoter group

• Leadership Continuity: Re-appointment of Mr. S. Y. Noorani (DIN: 00068423) as Managing Director with approved remuneration structure

• Board Expansion: Appointment of Mr. Mohamed Musaed Abu Nasr Noorani (DIN: 06955214) as Non-Executive, Non-Independent Director

• Governance Updates: Alterations to the company's Articles of Association

Resolution 3 & 4 Results

The remaining two resolutions also received strong shareholder endorsement:

Resolution:	Description	Approval Rate
Resolution 3:	Director Appointment	99.993%
Resolution 4:	Articles Alteration	99.997%

Regulatory Compliance and Timeline

The postal ballot notice was issued on December 4, 2025, with the e-voting period commencing from December 5, 2025, at 9:00 AM IST and concluding on January 3, 2026, at 5:00 PM IST. The resolutions are deemed passed effective from the last date of voting, January 3, 2026.

The scrutinizer's report confirmed full compliance with the Companies Act, 2013, and related rules, with all procedural requirements being met during the voting process. The results have been made available on the company's website and will be communicated to the stock exchanges where Zodiac Clothing's shares are listed.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.60%	-1.41%	-3.79%	-23.61%	-32.99%	-23.41%

Zodiac Clothing Company Limited (ISIN: INE206B01013) has announced a series of strategic moves aimed at strengthening its financial position and leadership structure. The company has issued a postal ballot notice seeking shareholder approval for multiple resolutions, including a preferential issue of equity shares to its promoter group.

Preferential Issue Details

The company plans to raise approximately Rs 14.99 crores through the issuance of 14.64 lakh equity shares at a price of Rs 102.43 per share to members of the promoter group. This move is intended to support the company's growth plans and general corporate purposes.

Particulars	Details
Number of Shares	14.64 lakh
Issue Price	102.43
Total Amount	14.99
Allottees	Promoter Group Members

Fund Utilization

The funds raised from this preferential issue are earmarked for:

Capital expenditure to support growth plans: Rs 11.25 crores
General corporate purposes: Rs 3.74 crores

Leadership Changes and Reappointments

In addition to the preferential issue, the postal ballot notice includes resolutions for:

Re-appointment of S.Y. Noorani as Managing Director for a period of three years
Appointment of Mohamed Musaed Abu Nasr Noorani as a Non-Executive Director

Financial Position

An analysis of Zodiac Clothing's consolidated balance sheet reveals some interesting trends:

Metric	FY 2025 (in Rs crore)	YoY Change	3-Year Change
Total Assets	350.00	-8.50%	-8.11%
Current Assets	128.60	-10.38%	-18.81%
Fixed Assets	143.10	2.95%	23.58%
Total Equity	205.50	-16.50%	-26.40%
Current Liabilities	104.80	9.05%	37.71%

The company has experienced a decline in total assets and equity over the past three years, while seeing an increase in current liabilities. The proposed preferential issue may help in improving the company's financial position and supporting its growth initiatives.

Shareholders will vote on these resolutions through a postal ballot, with the e-voting period set from December 5, 2025, to January 3, 2026. The results are expected to be announced on or before January 5, 2026.

As Zodiac Clothing navigates through challenging market conditions, these strategic moves aim to strengthen its financial foundation and leadership structure, potentially positioning the company for future growth and improved performance.